Common use of Formation; Composition; Dissolution Clause in Contracts

Formation; Composition; Dissolution. Within [***] days after the Effective Date, the Parties will establish a committee (the “Joint Steering Committee” or “JSC”) to provide strategic oversight of the Parties’ activities under this Agreement. Each Party will initially appoint [***] representatives to the JSC, with each representative having knowledge and expertise in the Development and Manufacture of compounds and products similar to the Licensed Compounds and Licensed Products and having sufficient decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibility. The JSC may change its size from time to time by agreement of the Parties, provided that the JSC will consist at all times of an equal number of representatives of each of Arrowhead and Sarepta. Each Party may replace its JSC representatives at any time upon written notice to the other Party. The JSC will be chaired by a chairperson designated by ▇▇▇▇▇▇▇. The JSC chairperson may invite non-members to participate in the discussions and meetings of the JSC, if necessary, provided that such participants have no voting authority at the meetings of the JSC and are bound under enforceable obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC chairperson’s responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC will dissolve upon the dissolution of the JDC, the JMC, and any other subcommittees.

Formation; Composition; Dissolution. Within [***] days Business Days after the Effective Date, the Parties will establish a committee to coordinate and oversee Manufacturing activities in connection with the Development of the Licensed Compounds and Licensed Products for the Territory (the each, a “Joint Steering Manufacturing Committee” or “JSCJMC”) to provide strategic oversight of the Parties’ activities under this Agreement). Each Party will initially appoint [***] representatives to the JSCJMC, with each representative having knowledge and expertise in the Development and Manufacture performance of Manufacturing activities with respect to compounds and products similar to the applicable Licensed Compounds and Licensed Products Products, and having sufficient seniority and decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSCsuch JMC’s responsibilityresponsibilities. The JSC JMC may change its size from time to time by agreement of the Parties, provided that the JSC JMC will consist at all times of an equal number of representatives of each of Arrowhead and Sarepta. Each Party may replace its JSC JMC representatives at any time upon written notice to the other Party. The JSC will be chaired by a chairperson designated by ▇▇▇▇▇▇▇. The JSC chairperson JMC may invite non-members to participate in the discussions and meetings of the JSC, if necessaryJMC, provided that such participants have no voting authority at the meetings of the JSC JMC and are bound under enforceable obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC chairperson’s JMC will be chaired by co-chairpersons designated by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, respectively, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC JMC will dissolve upon the dissolution of the JDC, the JMC, and any other subcommitteesexist for so long as there are Manufacturing activities being conducted or planned to be conducted for at least one Licensed Compound or Licensed Product under this Agreement.

Formation; Composition; Dissolution. Within [***] 30 days after the Effective Date, the Parties will establish a committee (the “Joint Steering Committee” or “JSC”) to provide strategic oversight oversee the Development and Commercialization of the Parties’ activities under this AgreementLicensed Products by Licensee and its Related Parties in the Licensee Territory. Each Party will initially appoint [***] representatives one representative to the JSC, with each representative having knowledge and expertise in the Development and Manufacture Commercialization of compounds and products similar to the Licensed Compounds and Licensed Products Products, and having sufficient decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibility. The JSC may change its size from time to time by agreement mutual consent of the Parties, provided that the JSC will consist at all times of an equal number of representatives of each of Arrowhead Eureka and SareptaLicensee. Each Party may replace its JSC representatives at any time upon written notice to the other Party. The JSC will be chaired by a chairperson designated by ▇▇▇▇▇▇▇. The JSC chairperson may invite non-members to participate in the discussions and meetings of the JSC, if necessary, provided that such participants have no voting authority at the meetings of the JSC and are bound under enforceable written obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC chairperson’s will be chaired by a chairperson designated by Eureka, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC will dissolve upon exist for so long as the dissolution of the JDC, the JMC, and any other subcommitteesJDC or JCC exists or there is at least one Licensed Product being Developed or Commercialized under this Agreement.

Formation; Composition; Dissolution. Within [***] days after the Effective Date, the Parties will establish (a) a committee to coordinate the research and pre-clinical Development of the Licensed Compounds and Licensed Products in the Territory, and (b) a committee to coordinate the clinical Development of the Licensed Compounds and Licensed Products in the Territory (each, a “Joint Steering Development Committee” or “JSCJDC”) to provide strategic oversight of the Parties’ activities under this Agreement). Each Party will initially appoint [***] representatives to the JSCeach JDC, with each representative having knowledge and expertise in the Development and Manufacture of compounds and products similar to to, as applicable, the applicable Licensed Compounds and Licensed Products Products, and having sufficient seniority and decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSCsuch JDC’s responsibilityresponsibilities. The JSC Each Party’s JDC representatives may serve on one or more JDCs. Each JDC may change its size from time to time by agreement of the Parties, provided that the JSC each JDC will consist at all times of an equal number of representatives of each of Arrowhead and Sarepta. Each Party may replace its JSC JDC representatives at any time upon written notice to the other Party. The JSC will be chaired by a chairperson designated by ▇▇▇▇▇▇▇. The JSC chairperson Each JDC may invite non-members to participate in the discussions and meetings of the JSC, if necessarysuch JDC, provided that such participants have no voting authority at the meetings of the JSC such JDC and are bound under enforceable obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC chairperson’s Each JDC will be chaired by a chairperson designated by Sarepta whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC respective applicable JDC will dissolve upon the dissolution of the JDC, the JMC, and any other subcommitteesexist for so long as at least one Licensed Compound or Licensed Product is being Developed under this Agreement.

Formation; Composition; Dissolution. Within [***] days after three months following the Effective Datecommencement of a Phase 3 Clinical Trial for a Licensed Product in the Licensee Territory, the Parties will establish a committee (the “Joint Steering Commercialization Committee” or “JSCJCC”) to provide strategic oversight coordinate the Commercialization of the Parties’ activities under this AgreementLicensed Products by Licensee and its Related Parties in the Licensee Territory. Each Party will initially appoint [***] one representatives to the JSCJCC, with each representative having knowledge and expertise in the Development and Manufacture Commercialization of compounds and products similar to the Licensed Compounds and Licensed Products and having sufficient decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSCJCC’s responsibilityresponsibilities. The JSC JCC may change its size from time to time by agreement mutual consent of the Parties, provided that the JSC JCC will consist at all times of an equal number of representatives of each of Arrowhead Eureka and SareptaLicensee. Each Party may replace its JSC JCC representatives at any time upon written notice to the other Party. The JSC will be chaired by a chairperson designated by ▇▇▇▇▇▇▇. The JSC chairperson JCC may invite non-members to participate in the discussions and meetings of the JSC, if necessaryJCC, provided that such participants have no voting authority at the meetings of the JSC JCC and are bound under enforceable written obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC chairperson’s JCC will be chaired by a chairperson designated by Licensee, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC JCC will dissolve upon the dissolution of the JDC, the JMC, and any other subcommitteesexist for so long as at least one Licensed Product is being Commercialized under this Agreement.

Formation; Composition; Dissolution. (a) Within [***] days after the Effective Date, the Parties will establish a committee to coordinate and oversee Commercialization activities with respect to the Licensed 217 Products for the Profit-Share Territory, and (b) within [**] after the Initiation of the [**] for the Licensed 324 Products or such other time as agreed by the Parties, the Parties will establish a committee to coordinate Commercialization activities with respect to the Licensed 324 Products for the Profit-Share Territory (each, a “Joint Steering Commercialization Committee” or “JSCJCC”) to provide strategic oversight of the Parties’ activities under this Agreement). Each Party will initially appoint [***] representatives to the JSCeach JCC, with each representative having knowledge and expertise in the Development and Manufacture performance of compounds and Commercialization of products similar to the applicable Licensed Compounds and Licensed Products Products, and having sufficient seniority and decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSCsuch JCC’s responsibilityresponsibilities. The JSC Each Party’s JCC representatives may serve on one or more JCCs. Each JCC may change its size from time to time by agreement of the Parties, provided that the JSC each JCC will consist at all times of an equal number of representatives of each of Arrowhead Sage and SareptaBiogen. Each Party may replace its JSC JCC representatives at any time upon written notice to the other Party. The JSC will be chaired by a chairperson designated by ▇▇▇▇▇▇▇. The JSC chairperson Each JCC may invite non-members to participate in the discussions and meetings of the JSC, if necessarysuch JCC, provided that such participants have no voting authority at the meetings of the JSC such JCC and are bound under enforceable obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC chairperson’s Each JCC will be chaired by co-chairpersons designated by ▇▇▇▇ and Biogen, respectively, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC respective applicable JCC will dissolve upon the dissolution of the JDC, the JMC, and any other subcommitteesexist for so long as at least one Licensed Product is being Commercialized or Commercialization is planned under this Agreement.

Formation; Composition; Dissolution. Within [***] days after three (3) months of Licensee making a Regulatory Filing in respect of the Effective Datefirst Licensed Product for either of the Initial Indications with any Regulatory Authority of the Licensee Territory or such earlier time as decided by the JSC, the Parties will establish a committee to review and confirm Commercialization activities with respect to Licensed Products in the Licensee Territory (the “Joint Steering Commercialization Committee” or “JSCJCC”) to provide strategic oversight of the Parties’ activities under this Agreement). Each Party will initially appoint [***] three (3) representatives to the JSCJCC, with each representative having knowledge and expertise in the Development and Manufacture Commercialization of compounds and products similar to the Licensed Compounds and Licensed Products and having sufficient decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSCJCC’s responsibilityresponsibilities. The JSC JCC may change its size from time to time by agreement mutual consent of the Parties, provided that the JSC JCC will consist at all times of an equal number of representatives of each of Arrowhead C▇▇▇▇▇ and SareptaLicensee. Each Party may replace its JSC JCC representatives at any time upon written notice to the other Party. The JSC will be chaired by a chairperson designated by ▇▇▇▇▇▇▇. The JSC chairperson JCC may invite non-members to participate in the discussions and meetings of the JSC, if necessaryJCC, provided that such participants have no voting authority at the meetings of the JSC JCC and are bound under enforceable written obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC chairperson’s JCC will be chaired by a chairperson designated by Licensee, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC JCC will dissolve upon the dissolution of the JDC, the JMC, and any other subcommitteesexist for so long as at least one Licensed Product is being Commercialized under this Agreement.

Formation; Composition; Dissolution. Within [***] thirty (30) days after the Effective Date, the Parties will establish a committee (the “Joint Steering Committee” or “JSC”) to provide strategic oversight of the Parties’ activities under this Agreementthe Collaboration. Each Party will initially appoint [***] three (3) representatives to the JSC, with each representative having knowledge and expertise in the Development and Manufacture Commercialization of compounds molecules and products similar to the Licensed Compounds and Licensed Products Products, and having sufficient decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibility. The JSC may change its size from time to time by agreement mutual consent of the Parties, provided that the JSC will consist at all times of an equal number of representatives of each of Arrowhead C▇▇▇▇▇ and SareptaLicensee. Each Party may replace its JSC representatives at any time upon written notice to the other Party. The JSC will be chaired by a chairperson designated by ▇▇▇▇▇▇▇. The JSC chairperson may invite non-members to participate in the discussions and meetings of the JSC, if necessary, provided that such participants have no voting authority at the meetings of the JSC and are bound under enforceable written obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC will be chaired on a Calendar Year basis by a chairperson alternately designated by C▇▇▇▇▇ or Licensee. The initial chairperson of the JSC for the period commencing on the Effective Date and ending on January 1, 2020 will be a C▇▇▇▇▇ designated chairperson, who will then be replaced by a Licensee designated chairperson on January 1, 2020, and so forth. The JSC chairperson’s responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC will dissolve upon exist for so long as the dissolution of the JDC, the JMC, and any other subcommitteesJDC or JCC exists or there is at least one Licensed Product being Commercialized under this Agreement.

Formation; Composition; Dissolution. Within [***] days after the Effective Date, the Parties will establish a committee to coordinate and oversee Manufacturing activities with respect to the Licensed 217 Products for the Profit-Share Territory, and (b) within [**] after the Effective Date, the Parties will establish a committee to coordinate and oversee Manufacturing Activities with respect to the Licensed 324 Products for the Profit-Share Territory (each, a “Joint Steering Manufacturing Committee” or “JSCJMC”) to provide strategic oversight of the Parties’ activities under this Agreement). Each Party will initially appoint [***] representatives to the JSCJMC, with each representative having knowledge and expertise in the Development and Manufacture performance of compounds and Manufacturing activities with respect to products similar to the applicable Licensed Compounds and Licensed Products Products, and having sufficient seniority and decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSCsuch JMC’s responsibilityresponsibilities. The JSC Each Party’s JMC representatives may serve on one or more JMCs. Each JMC may change its size from time to time by agreement of the Parties, provided that the JSC each JMC will consist at all times of an equal number of representatives of each of Arrowhead Sage and SareptaBiogen. Each Party may replace its JSC JMC representatives at any time upon written notice to the other Party. The JSC will be chaired by a chairperson designated by ▇▇▇▇▇▇▇. The JSC chairperson Each JMC may invite non-members to participate in the discussions and meetings of the JSC, if necessarysuch JMC, provided that such participants have no voting authority at the meetings of the JSC such JMC and are bound under enforceable obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC chairperson’s Each JMC will be chaired by co-chairpersons designated by Sage and Biogen, respectively, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC respective applicable JMC will dissolve upon the dissolution of the JDC, the JMC, and any other subcommitteesexist for so long as there are Manufacturing activities being conducted or planned to be conducted for at least one Licensed Product under this Agreement.

Formation; Composition; Dissolution. (a) Within [***] days after the Effective Date, the Parties will establish a committee to coordinate and oversee Commercialization activities with respect to the Licensed 217 Products for the Profit-Share Territory, and (b) within [**] after the Initiation of the [**] for the Licensed 324 Products or such other time as agreed by the Parties, the Parties will establish a committee to coordinate Commercialization activities with respect to the Licensed 324 Products for the Profit-Share Territory (each, a “Joint Steering Commercialization Committee” or “JSCJCC”) to provide strategic oversight of the Parties’ activities under this Agreement). Each Party will initially appoint [***] representatives to the JSCeach JCC, with each representative having knowledge and expertise in the Development and Manufacture performance of compounds and Commercialization of products similar to the applicable Licensed Compounds and Licensed Products Products, and having sufficient seniority and decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSCsuch JCC’s responsibilityresponsibilities. The JSC Each Party’s JCC representatives may serve on one or more JCCs. Each JCC may change its size from time to time by agreement of the Parties, provided that the JSC each JCC will consist at all times of an equal number of representatives of each of Arrowhead Sage and SareptaBiogen. Each Party may replace its JSC JCC representatives at any time upon written notice to the other Party. The JSC will be chaired by a chairperson designated by ▇▇▇▇▇▇▇. The JSC chairperson Each JCC may invite non-members to participate in the discussions and meetings of the JSC, if necessarysuch JCC, provided that such participants have no voting authority at the meetings of the JSC such JCC and are bound under enforceable obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC chairperson’s Each JCC will be chaired by co-chairpersons designated by Sage and Biogen, respectively, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC respective applicable JCC will dissolve upon the dissolution of the JDC, the JMC, and any other subcommitteesexist for so long as at least one Licensed Product is being Commercialized or Commercialization is planned under this Agreement.

Formation; Composition; Dissolution. Within [***] days after the Effective Date, the Parties will establish a committee to coordinate and oversee Manufacturing activities with respect to the Licensed 217 Products for the Profit-Share Territory, and (b) within [**] after the Effective Date, the Parties will establish a committee to coordinate and oversee Manufacturing Activities with respect to the Licensed 324 Products for the Profit-Share Territory (each, a “Joint Steering Manufacturing Committee” or “JSCJMC”) to provide strategic oversight of the Parties’ activities under this Agreement). Each Party will initially appoint [***] representatives to the JSCJMC, with each representative having knowledge and expertise in the Development and Manufacture performance of compounds and Manufacturing activities with respect to products similar to the applicable Licensed Compounds and Licensed Products Products, and having sufficient seniority and decision-making authority and seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSCsuch JMC’s responsibilityresponsibilities. The JSC Each Party’s JMC representatives may serve on one or more JMCs. Each JMC may change its size from time to time by agreement of the Parties, provided that the JSC each JMC will consist at all times of an equal number of representatives of each of Arrowhead Sage and SareptaBiogen. Each Party may replace its JSC JMC representatives at any time upon written notice to the other Party. The JSC will be chaired by a chairperson designated by ▇▇▇▇▇▇▇. The JSC chairperson Each JMC may invite non-members to participate in the discussions and meetings of the JSC, if necessarysuch JMC, provided that such participants have no voting authority at the meetings of the JSC such JMC and are bound under enforceable obligations of confidentiality and non-use no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JSC chairperson’s Each JMC will be chaired by co-chairpersons designated by ▇▇▇▇ and Biogen, respectively, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The JSC respective applicable JMC will dissolve upon the dissolution of the JDC, the JMC, and any other subcommitteesexist for so long as there are Manufacturing activities being conducted or planned to be conducted for at least one Licensed Product under this Agreement.